SEC Form 4 filed by Large owner H&F Corporate Investors Viii, Ltd.
$SNPO
Electrical Products
Technology
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Snap One Holdings Corp. [ SNPO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/14/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 06/14/2024 | U(1) | 23,854,976 | D | $10.75(1) | 0 | I | See Footnotes(2)(8) | ||
| Common Stock | 06/14/2024 | U(1) | 10,706,163 | D | $10.75(1) | 0 | I | See Footnotes(3)(8) | ||
| Common Stock | 06/14/2024 | U(1) | 2,023,312 | D | $10.75(1) | 0 | I | See Footnotes(4)(8) | ||
| Common Stock | 06/14/2024 | U(1) | 607,517 | D | $10.75(1) | 0 | I | See Footnotes(5)(8) | ||
| Common Stock | 06/14/2024 | U(1) | 124,638 | D | $10.75(1) | 0 | I | See Footnotes(6)(8) | ||
| Common Stock | 06/14/2024 | U(1) | 18,107,829 | D | $10.75(1) | 0 | I | See Footnotes(7)(8) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On June 14, 2024, Resideo Technologies, Inc. ("Resideo") acquired the Issuer pursuant to an Agreement and Plan of Merger, dated as of April 14, 2024 (the "Merger Agreement"), by and among the Issuer, Resideo and Pop Acquisition Inc., a Delaware corporation and a wholly owned subsidiary of Resideo ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Resideo. At the Effective Time (as defined in the Merger Agreement), each issued and outstanding share of Issuer common stock, par value $0.01 per share (the "Common Stock") (other than certain Excluded Shares (as defined in the Merger Agreement)) automatically converted into the right to receive $10.75 per share in cash, without interest and less any applicable withholding taxes. |
| 2. Reflects securities directly held by Hellman & Friedman Capital Partners VIII, L.P. ("HFCP VIII"). |
| 3. Reflects securities directly held by Hellman & Friedman Capital Partners VIII (Parallel), L.P. ("HFCP VIII Parallel"). |
| 4. Reflects securities directly held by HFCP VIII (Parallel-A), L.P. ("HFCP VIII Parallel-A"). |
| 5. Reflects securities directly held by H&F Executives VIII, L.P. ("H&F VIII Executives"). |
| 6. Reflects securities directly held by H&F Associates VIII, L.P. ("H&F VIII Associates", and together with HFCP VIII, HFCP VIII Parallel, HFCP VIII Parallel-A and H&F VIII Executives, the "H&F VIII Funds"). |
| 7. Reflects securities directly held by H&F Copper Holdings VIII, L.P. ("Copper Holdings"), the general partner of which is H&F Copper Holdings VIII GP, LLC, the managing member of which is HFCP VIII. |
| 8. Hellman & Friedman Investors VIII, L.P. ("H&F Investors VIII") is the general partner of each of the H&F VIII Funds. H&F Corporate Investors VIII, Ltd. ("H&F VIII") is the general partner of H&F Investors VIII. A three member board of directors of H&F VIII has investment discretion over the shares held by the H&F VIII Funds and Copper Holdings. Each of the members of the board of directors disclaims beneficial ownership of such shares, except to the extent of any respective pecuniary interest therein. |
| Remarks: |
| The Reporting Persons state that this filing shall not be an admission that the Reporting Persons are the beneficial owners of any of the securities reported herein, and each Reporting Person disclaims beneficial ownership of such securities except to the extent of such Reporting Person's pecuniary interest therein. |
| H&F CORPORATE INVESTORS VIII, LTD. By: /s/ Jacob Best Name: Jacob Best Title: Vice President | 06/14/2024 | |
| HELLMAN & FRIEDMAN INVESTORS VIII, L.P. By: H&F Corporate Investors VIII, Ltd., as general partner By: /s/ Jacob Best Name: Jacob Best Title: Vice President | 06/14/2024 | |
| HELLMAN & FRIEDMAN CAPITAL PARTNERS VIII, L.P. By: Hellman & Friedman Investors VIII, L.P., as general partner By: H&F Corporate Investors VIII, Ltd., as general partner By: /s/ Jacob Best Name: Jacob Best Title: Vice President | 06/14/2024 | |
| HELLMAN & FRIEDMAN CAPITAL PARTNERS VIII (PARALLEL), L.P. By: Hellman & Friedman Investors VIII, L.P., as general partner By: H&F Corporate Investors VIII, Ltd., general partner By: /s/ Jacob Best Name: Jacob Best Title: Vice President | 06/14/2024 | |
| HFCP VIII (PARALLEL-A), L.P. By: Hellman & Friedman Investors VIII, L.P., as general partner By: H&F Corporate Investors VIII, Ltd., as general partner By: /s/ Jacob Best Name: Jacob Best Title: Vice President | 06/14/2024 | |
| H&F EXECUTIVES VIII, L.P. By: Hellman & Friedman Investors VIII, L.P., as general partner By: H&F Corporate Investors VIII, Ltd., as general partner By: /s/ Jacob Best Name: Jacob Best Title: Vice President | 06/14/2024 | |
| H&F ASSOCIATES VIII, L.P. By: Hellman & Friedman Investors VIII, L.P., as general partner By: H&F Corporate Investors VIII, Ltd., as general partner By: /s/ Jacob Best Name: Jacob Best Title: Vice President | 06/14/2024 | |
| H&F COPPER HOLDINGS VIII, L.P. By: H&F Copper Holdings VIII GP, LLC, its GP, Hellman & Friedman Capital Partners VIII, L.P., its MM, Hellman & Friedman Investors VIII, L.P., its GP, H&F Corporate Investors VIII, Ltd., as GP By: /s/ Jacob Best Title: VP | 06/14/2024 | |
| H&F COPPER HOLDINGS VIII GP, LLC By: Hellman & Friedman Capital Partners VIII, L.P., its managing member, By: Hellman & Friedman Investors VIII, L.P., its GP By: H&F Corporate Investors VIII, Ltd., its GP By: /s/ Jacob Best Title: Vice President | 06/14/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||